EXHIBIT 10.2


 










PROPERTY MANAGEMENT CORPORATION OF
AMERICA


 


ESCROW AGREEMENT


 


THIS ESCROW AGREEMENT
(the “Agreement”), is made and entered into as of the 11th day of June 2014, by and between Property Management
Corporation of America, a Delaware corporation (the “Company”), with a principal office at 4174 Old Stockyard Road,
Suite F, Marshall, Virginia 20115, and The Fauquier Bank, with an office at 10 Courthouse Square, Warrenton, Virginia 20188 (the
“Escrow Agent”).


 


WHEREAS, the
Company is raising capital through the sale of up 2,000,000 shares of Common Stock at a price of $0.05 per share (the “Shares”),
on a self-underwritten basis, 1,000,000 shares minimum and 2,000,000 shares maximum (the “Offering”), all as described
in the Subscription Agreement;


 


WHEREAS, the
Company is authorized and desires to commence the Offering promptly;


 


WHEREAS, the
Company wishes by this Agreement to provide for the periodic receipt, deposit, safekeeping and disbursement of payments and subscription
documents submitted by persons subscribing to the Shares pursuant to the Offering; and


 


WHEREAS, the
Escrow Agent has agreed to act as such for the Company for the Offering subject to the terms and conditions of this Agreement.


 


WITNESSETH:


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Escrow Agent
do hereby covenant and agree as follows:


 


1.                 
Appointment of Escrow Agent. The Company does hereby appoint the Escrow Agent as escrow agent for the Offering
to perform the functions and provide the services hereinafter provided, and the Escrow Agent does hereby accept the appointment
as Escrow Agent upon the terms and conditions set forth in this Agreement.


 


2.                 
Receipt and Deposit of Funds. Persons wishing to subscribe for Shares in the Offering are required to execute
a Subscription Agreement. Prospective investors must pay cash for their subscription. The prospective investor must forward the
Subscription Agreement and their subscription cash payment to the Escrow Agent. Funds received by the Escrow Agent pursuant to
the Offering shall be held in escrow and deposited promptly and the Subscription Agreement shall be held for the benefit of the
Company pending disbursement in accordance with the terms and conditions hereof. Checks and money orders should be made payable
to “Property Management Corporation of America - Escrow Account.” Recognizing that in some cases checks and money orders
may be made payable to the Company, the Company does hereby appoint the Escrow Agent as its lawful attorney-in-fact for the purposes
of endorsing said checks and money orders, which promptly upon receipt shall be deposited in a non-interest bearing escrow account
for the benefit of the Company pending disbursement and release of the funds in accordance with the terms and conditions of this
Agreement. The Escrow Agent shall be charged with the responsibility to exercise reasonable care and due diligence in the deposit
of funds received by it pursuant to the Offering.


 






    	 



    	 



    

  


3.                 
Records to be Kept by the Escrow Agent. The Escrow Agent shall maintain records of the name, address and subscription
payments for each subscription it receives under the Offering. Subscription Agreements forwarded to the Escrow Agent shall be directed
to The Fauquier Bank at the above address for the Escrow Agent, or to such other person as the Escrow Agent shall designate in
writing. Upon request, the Escrow Agent shall forward to the Company a summary of subscriptions received to date.


 


4.                 
Funds and Documents to be Returned if Conditions Not Met. Subject to the other provisions of this Agreement,
the Escrow Agent shall return subscription payments, plus the Subscription Agreement to any subscriber from whom (a) the Company
has not accepted the Subscription Agreement, (b) has submitted a Subscription Agreement after the termination of the Offering,
which will be 180 days after the offering, unless extended by the Company for an additional 90 days, or (c) in the event that 1,000,000
shares are not sold within the 180 days, or within the additional 90 days if extended (the “Offering Period”). If at
least 1,000,000 shares are sold within 180 days, or within the additional 90 days, if extended, all money received by us will be
retained by us and there will be no refund. There are no minimum purchase requirements for each individual investor. The foregoing
notwithstanding, the Escrow Agent shall not be obligated, in any manner, to return any subscription payments which have been disbursed
by it in accordance with Section 5 hereof. If the Escrow Agent is required to return documents and the subscription payments pursuant
to this paragraph, it shall do so the next business day after termination of the Offering Period, including any extension thereof.


 


5.                 
Funds May be Paid to Company Once Subscription Conditions are Met. Upon receipt by the Escrow Agent of: (a)
Executed acceptances by the Company of Subscription Agreements and (b) upon certification by securities counsel for the Company
that the terms of the Offering have been met, and that the Company's transfer agent and registrar has been authorized and notified
to duly issue certificates evidencing ownership of the shares of the Company's common stock to each investor whose Subscription
Agreement has been accepted, then the Escrow Agent shall disburse the funds held by it in escrow to the Company. Funds will be
held in escrow until the Company sells at least 1,000,000 shares of common stock. Once the Company sells at least 1,000,000 shares
of common stock, the Escrow Agent will release the funds from escrow to the Company. If the Company does not accept the subscription
of a subscriber, as evidenced by written notice to the Escrow Agent, then the Escrow Agent shall return the Subscription Agreement,
all related documents and subscription payments without interest to the Subscriber.


 


6.                 
Compensation for Escrow Agent's Services. It is understood and agreed between the parties to this Agreement
that the compensation to be paid to the Escrow Agent hereunder is intended primarily to compensate the Escrow Agent for the record-keeping
and processing associated with the performance of its obligations hereunder. The compensation to be paid to the Escrow Agent for
its services rendered in connection with this Agreement shall be at its usual and customary rates and it shall be reimbursed any
and all out-of-pocket costs and expenses it incurs in performing its duties herein.


 






    	2



    	 



    

  


7.                 
Escrow Agent's Duties Limited. The sole responsibility of the Escrow Agent shall be to receive, hold and release
the aforesaid Subscription Agreements, documents and funds in accordance with the provisions hereof. In disbursing funds, the Escrow
Agent may rely solely upon documents and events specified in this Agreement. The Escrow Agent shall have no duties and obligations,
except such as are specifically stated herein, and the Company confirms that the Escrow Agent’s status as a law firm does
not create any duties beyond those set forth in this Agreement. The Escrow Agent has rendered and will continue to render certain
legal advice to the Company, but which is unrelated to the Offering.


 


8.                 
Escrow Agent's Liability Limited. The Escrow Agent shall not be liable for any error of judgment or act done
or committed by it in good faith in connection with its duties as escrow agent.


 


9.                 
Reliance by Escrow Agent on Documents Presented. The Escrow Agent hereby is authorized to act upon the assumption
that all agreements or documents delivered to it by the Company and the subscribers to this Offering are genuine and have been
duly signed by the proper party or parties. The Escrow Agent shall not be bound by any modification of this Agreement unless the
same shall be in writing and be signed by the parties hereto.


 


10.             
Escrow Agent's Duties in the Event of Adverse Claims. In the event of disagreement between subscribers and
the Company, or upon the presentation of an adverse claim or demand on the escrowed funds, the Escrow Agent may, at its option,
refuse to perform its duties as Escrow Agent until such time as the disagreement or adverse claim or demand has been fully resolved,
judicially or otherwise, and in this regard Escrow Agent shall not be liable for failure to perform its duties during this time.


 


11.             
Escrow Agent Held Harmless. It is expressly understood and agreed by the parties to this Agreement, and their
respective successors and assigns, that the Escrow Agent shall be free and harmless from any and all claims, disputes or defenses
which may arise between the Company or its legal successors and assigns, and the subscribers or any other person which may for
any reason have a claim against the funds escrowed hereunder or against the Company. The Company hereby agrees to hold the Escrow
Agent harmless from and indemnify it for any liability or expense that may be incurred by the Escrow Agent by virtue of any claim,
dispute or defense. If any such claim is asserted, the Escrow Agent may engage counsel of its choice and shall be entitled to reimbursement
of reasonable legal fees and expenses to defend it against such claim and, in the event any such claimant is successful in establishing
such a claim, the Company will hold the Escrow Agent harmless and make all payments required to be made pursuant to any final order
or judgment that may be entered against the Escrow Agent by a court of competent jurisdiction.


 


12.             
Termination. This Agreement may be terminated at any time by the written agreement of all parties.


 






    	3



    	 



    

  


13.             
Notices. Until further notice, all communications and notices given with respect to this Agreement shall be
made to the addresses first written above.


 


14.             
Headings. All headings contained in this Agreement are for convenience and reference only, and shall not constitute
a part of this Agreement.


 


15.             
Entire Agreement. This Agreement is the entire agreement and understanding between the Company and the Escrow
Agent, and there are no representations, warranties, promises, inducements, covenants or conditions made by any of the parties
except as expressly contained herein.


 


16.             
Binding Effect. This Agreement shall inure to the benefit, and be binding upon, the representatives, successors
and assigns of each party.


 


17.             
Governing Law. This Agreement shall be governed by and interpreted in conformity with, the laws of the State
of Virginia without regard to its provisions governing the choice of laws.


 


18.             
Authority. Both signatories to this Agreement warrant and represent that he or she has the appropriate authority
to execute this Agreement and bind the entity for whom he or she is signing the Agreement.


 


IN WITNESS WHEREOF,
the parties have hereunto affixed the following signatures as of the day and year first above written.


 


 


 


	 	PROPERTY MANAGEMENT CORPORATION OF AMERICA
	 	 
	 	 
	 	By:	
        /s/ C. Thomas McMillen

	 	 	Name:	C. Thomas McMillen
	 	 	Title:	CEO


 


 


	 	THE FAUQUIER BANK
	 	 
	 	 
	 	By:	
        /s/ Sally C. Marks

	 	 	Name:	Sally C. Marks
	 	 	Title:	SVP & Sr. Trust Officer


 






    	4